This Agreement (the “Agreement”) is made and entered between Strike A Pose Fashion India Pvt. Ltd. having its registered office at 944, Sushant Lok Phase-1, Gurugram (hereinafter referred to as the “Company”), which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) represented by its Authorized Signatory, ________________, of the ONE PART
The Stylist (details mentioned below and inserted into the Platform by the Stylist) on the other part (hereinafter referred to as the “Service Provider”) which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART.
- The Company runs and operates a platform by the name of ‘Style Buddy’ (www.stylebuddy.in) (hereinafter referred to as the “Platform”) which is inclusive of a website and mobile application, and the Company also performs the Platform’s associated administrative services. Amongst the various services that the Platform serves, the Platform enables the Customer to book a designated resource (in form of a Service Provider) for themselves for the provision of Fashion and Beauty services such as Personal Styling, Fashion Designing, Beauty Services, Event Styling, online sale of clothes, accessories, and beauty products, etc. (hereinafter referred to as the “Services”);
- the Service Provider is a professional and independent service provider in the business of providing the Services to the Customer as enlisted hereinabove.
- The Customer enters into two contractual relationships, the first contract being with the Company, governing the Customer’s access to and use of the website www.stylebuddy.in (“Terms”) and the second contract being a contract between a Service Provider and the Customer for the provision of the Services.
- Whereas the Service Provider has expressed its willingness to register itself on the Platform to provide the Services to the Users through the Platform and the Company has agreed to the same. The present Agreement records the terms and conditions of such enlisting of the Service Provider on the Company’s Platform.
NOW THEREFORE, in consideration of the above recitals, the Parties hereby agree as follows:
This Agreement shall commence on the date of execution or when the Service Provider agrees to the same on the Platform (by clicking on ‘I AGREE’ and providing its details including Name, Email Id, Mobile No.) and shall remain in effect until the Service Provider continues to be listed on the Platform. By accepting a Booking and providing the Services, the Service Provider acknowledges that it has read, understood, and agrees to be bound by this Agreement.
2. Nature of relationship
- Nothing in this Agreement shall mean that the Service Provider is an employee of the Company in any manner. The Service Provider is an independent service provider in the business of providing the Services and is not employed by the Company or its affiliates.
- The Service Provider shall enter into a separate agreement with the Users/ Customers for the provision of the Services (“Services Agreement”) as set out here as amended from time to time.
- Service Provider shall provide the Services directly to Users strictly as an independent Service Provider, and not as an employee, contractor, agent, joint venture, partner, or franchisee of the Company or any User for any purpose.
- The Company provides with the Service Provider and the Users, the Platform, which is a referral tool service for the users and the Service Provider. The Platform facilitates the bookings and receipts of payments on behalf of the Service Provider. By accepting a Booking, the Service Provider irrevocably and unconditionally consents to Style Buddy collecting the Job Fee from the Users on its behalf.
- The Company shall incorporate a standard-operating procedure for all Service Providers working under the Company. The Service Provider shall be bound to accept and follow the same without any derelictions permitted to the same.
3.The STYLE BUDDY Platform
- Company is only responsible to provide a marketplace for the interaction and exchange of Services by the Service Provider to the Customers / Users.
- Users / Customers shall post bookings on the Platform, setting out the nature of the Services required by them along with a date, location where the Booking will take place and time frame (the “Scheduled Time”) in which Services are requested, and an estimate of time necessary to complete the work (the “Estimated Work Time”). Scheduled Times will be displayed either as a specific time (i.e. “5:00 pm”) or as a range (i.e., “2:00 pm to 5:00 pm”). The Estimated Work Time will be displayed either as a specific time (i.e. “2 hours”) or as a range (i.e., “2-3 hours”). The Service Provider will then have the opportunity to review the Bookings and select those Bookings in the Service Provider’s area of expertise that meet the Service Provider’s preferred specifications as to Scheduled Time, date, suburb, and fees.
- It is agreed between the Parties that neither the Platform nor the Company guarantees any minimum number of Bookings to the Service Provider during the term of this Agreement.
- The Service Provider is not obligated to review the Bookings posted or select any Bookings posted by any User at any time. Once a Service Provider selects a Booking, StyleBuddy will confirm in writing to the Service Provider if the Service Provider has been successful in booking the selected Booking, at which time the Booking is deemed booked by the Service Provider. Once a Booking is complete, a contract is formed directly between the User and the Service Provider for Service Provider to complete the Booking on the terms of the Services Agreement. Service Provider agrees that Service Provider’s name and phone number may be provided or made available to User by or on behalf of Style Buddy after the Booking is complete.
- The Parties agree that the Company through the Platform will promote, publish, share and distribute the Service Provider’s name, profile, photograph, work experience, expertise, illustrations of work performed in the past, and any other information that may be required by the Company to promote the Services on the Platform. Service Provider agrees to provide all information sought by the Company for the purposes of marketing and promoting the Service Provider on the Platform.
- Service Provider undertakes that the Service Provider possesses the necessary licenses/degree/permits/qualifications as required by law to provide the said Services pitched for by the Service Provider over the Platform and specified in the Platform’s form at the time of enrolment with the Platform. Service Provider shall furnish the necessary documents and provide proof to the Company of the requisites licenses, permits, and/or certifications as and when requested by the Company.
- Service Provider agrees and acknowledges that any Services provided must be made in accordance with the terms and conditions contained in the present Agreement as well as the terms specified by the Users.
- The Service Provider also acknowledges that the Service Provider itself is solely responsible for the Services provided and agrees to indemnify and hold Style Buddy harmless against any claim, action, damage, loss, liability, cost, charge, expense, or payment which the Company may pay, suffer, incur or are liable for, in respect of the Services or any breach of the Service Agreement by the Service Provider.
- The Service Provider is contractually obligated to complete the booking at the Scheduled Time specified by, and to the satisfaction of, the User. Cancellation by Service Provider may result in a fee being charged to Service Provider as advised in writing by the Company from time to time. Service Provider may reschedule a Booking without Service Provider incurring a fee, provided the Booking is rescheduled more than 48 hours prior to the Scheduled Time. If a user and Service Provider agree to reschedule, Service Provider agrees to notify the Company at the earliest in order to ensure that the Company may make the said Booking available to other Service Provider as well. In the event that the User declines to reschedule, Company shall have the right to make the Booking available to other Service Providers via the Platform.
- Service Provider understands and agrees that the Service Provider’s failure to complete a Booking in accordance with User’s specifications after he or she has booked that Booking using the Platform constitutes a material breach of this Agreement and could result in a fee being charged to Service Provider as advised by the Company from time to time. Similarly, Service Provider may be entitled to a fee in the event a user cancels or reschedules a Booking as advised by the Company from time to time.
- The Company or the Platform shall not have any control or right to control the manner or means by which Service Provider performs the Services, including but not limited to the time and place where the Service Provider performs the Services, the Bookings Service Provider selects, the tools and materials used by Service Provider to complete the Bookings, the helpers, assistants, subcontractors or other personnel used by Service Provider to assist in completing Bookings, or the manner in which Service Provider completes the Bookings. The Company shall not and has no right to, under any circumstances, inspect Service Provider’s work for quality purposes.
- Where approved in advance by the User, and except as otherwise provided in this Agreement, Service Provider is not obligated to personally perform the Services. Service Provider shall provide at the Service Provider’s own discretion, selection, and expense any and all assistants, helpers, subcontractors, or other personnel the Service Provider deems necessary and appropriate to complete the Services. Service Provider shall be solely responsible for the direction and control of any such Personnel. Service Provider agrees that any personnel used shall maintain a professional appearance consistent with industry standards while performing Services. However, for the purpose of the Platform, the Service Provider shall be personally liable for the actions of all the personnel it engages in the provision of the Services.
5. Referral Incentive
- Service Provider is encouraged to bring more similar service providers and Boutiques on the Platform.
- Service Provider shall earn an additional incentive in form of a referral bonus on inviting other boutiques and service providers to register on the Platform. The referral bonus will be __ % of the Invited service provider or boutique’s first revenue on the Platform.
- An existing Service Provider of the Platform who invites another boutique to download and signs up as a service provider in stylebuddy by sharing its referral code shall be termed as the Referrer.
- A new service provider or boutique which downloads and signs up on the Platform as a service provider for the first time, after using the referral code of an existing Service Provider shall be termed as the Invited Friend.
- The Referrer will be eligible to receive benefits only when the Invited Friend is approved as a service provider on the Platform.
- Invited friends will need to sign up on the Platform using a referral code to receive benefits.
- Only the referral code used during sign up will be used to identify the Referrer and Invited Friend, and subsequent benefits if any.
- Invited friend must not have signed up on Stylebuddy App before.
- Stylebuddy reserves all rights to change the benefits given under the Referral
Bonus program including but not limited to
- Modifying the benefits of the referral reward.
- Modifying the eligibility criteria for the Referee or the Invited Friend.
- Modifying how a user may use referral benefits.
- Discontinuing the Refer & Earn program entirely.
- Stylebuddy reserves the right to amend these terms and conditions at any time without any prior notice.
- Each Booking made available to Service Provider on the Platform shall set out the Scheduled Time, Estimated Work Time, details about the Service requested, the Booking Rate, and the estimated fee the Service Provider shall be entitled to upon completion of the Booking, as agreed with the Company from time to time and as indicated in the email received by the Service Provider confirming its acceptance of a Booking (hereinafter referred to as the “Job Fee”).
- The company shall determine the final price for a Booking which the User shall be charged for the Services. The company may, at its sole discretion, make promotional offers with different features and different rates to the User. These promotional offers, unless made by the Service Provider, shall have no bearing on the Job Fee. The final price payable by the User shall be inclusive of the promotional offers provided to the User by the Company ((hereinafter referred to as “Booking Fee”).
- The Parties agree that the Company shall charge a Facilitation Fee for the listing on Platform and fee collection and distribution which shall be the difference between the Booking Fee and the Job Fee. The said fee shall be retained by the Company.
- If a Booking booked by Service Provider requires more time to complete than the Estimated Work Time, User and Service Provider may, prior to Service Provider providing any Services above and beyond the Estimated Work Time, negotiate an increase in Service Fees based on the estimated additional time needed to complete the Booking. Upon agreement to an increase in Service Fees, Service Provider shall notify the same to the Company at the earliest.
- The Booking Fee shall be collected in advance by the Company from the User and the Company shall inform the Service Provider regarding receipt of payment for the work to be started by the Service Provider.
- When a Booking is complete, Service Provider shall provide a confirmation to the User and the Company that the Booking is complete. Upon confirmation of the Booking from the User, the Company shall remit the Job Fee in the account of the Service Provider as provided by the Service Provider in accordance with the payment schedule agreed between the parties.
- Notwithstanding anything contained in this Agreement, Company may withhold and offset Job Fees by any amount which the Service Provider owes to the Company or to a User in respect of any Services, including previous overpayments, refunds to Users, chargebacks, damages (including property damage) claimed by a User in respect of the Service Provider’s provision of a Service. In the event that the Company refunds or pays amounts to Users in excess of its payment to Service Provider, Service Provider will pay the Company for such amounts within 30 days of the Company’s request for the same.
- Notwithstanding anything contained in this Agreement, Service Provider undertakes and agrees that the Company may withhold from the Service Provider’s Job Fees the foregoing cancellation fees, and any other contractual penalty fees referenced in this Agreement or which are included in the Company or the Platform’s applicable policies and procedures as published on the Platform and informed to Service Provider from time to time.
7. Service Provider’s Conduct
- During or after the course of its enlisting with the Platform, the Service Provider agrees and undertakes that it shall not:
- contact a User for any purpose other than in connection with a Booking;
- impersonate any person or entity, or falsify or otherwise misrepresent itself or its affiliation with any person or entity;
- use the Platform to find a User and then complete a booking independent of the Platform in order to circumvent the obligation to pay the Booking Fee or any other fees related to the Company’s provision of the Platform;
- accept direct payment from the User, or attempt to directly charge the user for any services in connection with a Booking;
- directly provide or agree to provide services to a User outside of the Platform without the written consent of the Company. Where such a direct relationship is formed without the consent of the Company, the Service Provider agrees to pay to the Company a fee equivalent to 25% of the Fees charged by the Service Provider to the said User.
- The Service Provider shall be liable for negative demarcation in case a customer/user complains about the conduct or service of the Service Provider and the same is found to be true. Such negative demarcation may lead to negative points or reviews for the Service Provider on the Platform
- The Service Provider undertakes to comply with the Model Code of Conduct and SOP as notified by the Company from time to time.
8. Representations And Warranties
- Service Provider represents and warrants to the Company that:
- Service Provider has the legal right to provide the Services that it enlists with the Company and on the Platform;
- Service Provider is fully-licenced (to the extent required by applicable law) and authorised to provide the Services as stated within the jurisdiction in which Service Provider intends to offer such services, and has the required skill, experience, and qualifications to perform the Services;
- Service Provider shall perform the Services in a professional and diligent manner in accordance with best industry standards for similar services, including the completion of all Bookings referred to Service Provider that it opts to book through the Platform;
- Service Provider shall perform the Services in accordance with all applicable laws, rules, and regulations; and
- all personnel utilised in connection with the Services have the legal right to work in the concerned jurisdiction.
- Service Provider acknowledges that its failure to comply with this clause 8 shall constitute a material breach of this Agreement.
- Service Provider shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service Provider’s acts or omissions; and (b) Service Provider’s breach of any representation, warranty, or obligation under this Agreement and the Service Agreement.
- The Services that the Service Provider provides pursuant to this are Service Provider’s sole and absolute responsibility. The Company is not responsible or liable for the actions or inactions of a User or other third party in relation to the Services provided by the Service Provider. Service Provider acknowledges, therefore, that by using the Platform, Service Provider may be introduced to third parties that may be potentially dangerous, and that Service Provider uses the Platform and enter into any transactions with Users at its own risk.
- The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service Provider the right to choose when to make himself or herself available and each Booking referred and accepted is treated as a separate service arrangement.
- Service Provider understands that Company may temporarily deactivate Service Provider’s profile on Platform in the event that Service Provider is inactive on the Platform for more than 30 consecutive days. In such circumstances, Style Buddy shall reactivate Service Provider’s profile upon request from Service Provider.
- Either party may terminate this Agreement, effective immediately upon written notice to the other party, in the event that the other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined in this Agreement as constituting a material breach, Company’s failure to timely remit Job Fees as described in these Terms, Service Provider’s failure to complete a Booking booked on the Platform or if a Service Provider cancels or reschedules two (2) or more Bookings which has been booked on less than 2 hours notice prior to the applicable Booking start time within any twenty-eight (28) day period.
- In addition to the foregoing, Company and Service Provider may terminate the Agreement for any reason upon fifteen (15) days written notice.
- Upon termination of this Agreement for any reason, Service Provider shall complete any outstanding Bookings Service Provider has booked.
- Upon termination of this Agreement, Company shall remain liable to pay to Service Provider any due and payable outstanding earned in terms of Job Fees.
- Notwithstanding anything mentioned in this Agreement, the terms and conditions of this Agreement pertaining to Performance of Liabilities, Indemnity, etc. shall survive the expiration or termination of this Agreement.
- All material, content, and information made available on the Platform including but not limited to written text, graphics, images, photographs, logos, trademarks, audio material, video material, and any other forms of expression are protected by copyright and the Company reserves all Intellectual Property Rights which may subsist in the said content and/or the Platform.
- The Company provides with the Service Provider a non-exclusive licence to:
- view the Platform on its website www.stylebuddy.in;
- print pages from the Platform website www.stylebuddy.in in its original form; and
- download any material from the Platform website www.stylebuddy.in for caching purposes only.
- Without the Company’s prior written consent which may be withheld at its absolute discretion, Service Provider agrees and undertakes not to:
- copy, republish, reproduce, duplicate or extract the content of the Platform;
- redistribute, sell, rent, or licence any content of the Platform; or
- edit, modify, or vary the content on the Platform.
- Service Provider acknowledges and agrees that some of the content on the Platform may be provided by way of blogs or comments made by other users of the Platform and that the Company does not bear any liability for the accuracy of such information or your reliance on the same. The content on the Platform is provided as general information only and is not intended to substitute or replace the advice of a duly qualified professional (where applicable).
13. Use Of Platform
- Service Provider agrees not to use, or cause the Platform to be used, in any way which:
- breaches this Agreement;
- infringes the Company’s or any third party’s Intellectual Property Rights;
- is fraudulent, illegal, or unlawful; or
- causes impairment of the availability or accessibility of the Platform.
- Service Provider must not use, or cause this Platform to be used, as a medium that stores, hosts, transmits sends, or distributes any material which consists of spyware, computer viruses, Trojans, worms, keystroke loggers, or any other malicious computer software.
- Service Provider undertakes that the use of the Platform is at its own risk and the content on the Platform and everything from the Platform is provided to the Service Provider on an “as is” and “as available” basis without warranty or condition of any kind.
- Any provision of, or the application of any provision of this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
- Any provision of, or the application of any provision of this Agreement that is void, illegal, or unenforceable in any jurisdiction does not affect the validity, legality, or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
- If a clause is void, illegal, or unenforceable, it may be severed without affecting the enforceability of the other provisions in these Terms.
- This Agreement shall be governed by and construed in accordance with the law for the time being applicable in India and the Courts in Haryana, India shall have the exclusive jurisdiction to decide any dispute pertaining to this Agreement.
The Service Provider may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the Company. Any purported assignment of rights or delegation of performance in violation of this section is void.
Service Provider agrees and undertakes not to, by direct arrangement with the Customer without the involvement of the Company, (unless otherwise agreed in writing by the Company) accept any appointment or engagement with, or otherwise render any services to the Customer or to any related entity of the Customer at any time from the date of this Agreement and for a period of twelve months following the termination of the Service Provider’s services with Style Buddy.
17. Dispute Resolution
- This Agreement and the relationship between the parties shall be governed by the laws of India.
- The Courts in Haryana shall have the exclusive jurisdiction to decide the disputes between the parties
Service Provider’s name:________________
Service Provider’s signature:_____________
For: Strike A Pose Fashion India Pvt. Ltd.